Bluerock Homes (NYSE: BHM) issues 19,074 C-LTIP Units to CEO and President

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. reported that a portion of its Q1 2026 base management fee was paid in long-term incentive units rather than entirely in cash. The Board approved using C-LTIP Units of its operating partnership, valued at $210,000, for part of the fee.

Under prior salary elections, the company caused the operating partnership to issue 13,624 C-LTIP Units to Chief Executive Officer R. Ramin Kamfar (valued at $150,000) and 5,450 C-LTIP Units to President Jordan Ruddy (valued at $60,000). These 19,074 fully vested units may later convert into operating partnership units and ultimately into Class A common stock or cash.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Q1 2026 fee paid in C-LTIP Units: $210,000 C-LTIP Units to CEO: 13,624 units / $150,000 C-LTIP Units to President: 5,450 units / $60,000 +2 more

5 metrics

Q1 2026 fee paid in C-LTIP Units $210,000 Portion of Base Management Fee for Q1 2026

C-LTIP Units to CEO 13,624 units / $150,000 80.0% of CEO base salary for Q1 2026

C-LTIP Units to President 5,450 units / $60,000 80.0% of President base salary for Q1 2026

Total C-LTIP Units issued 19,074 units Q1 Base Management Fee C-LTIP Units on May 12, 2026

Salary portion paid in units 80.0% Portion of Q1 2026 base salaries for CEO and President

Key Terms

Management Agreement, Base Management Fee, C-LTIP Units, accredited investor, +2 more

6 terms

Management Agreement financial

"the Company entered into a Management Agreement ... with its operating partnership"

A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.

Base Management Fee financial

"The Management Agreement provides for the quarterly payment of a base management fee"

C-LTIP Units financial

"payment of all or any portion thereof in long-term incentive plan units of the Operating Partnership (“C-LTIP Units”)"

accredited investor financial

"Each of Messrs. Kamfar and Ruddy ... is an “accredited investor” as defined in Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Section 4(a)(2) of the Securities Act of 1933 financial

"in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D"

Regulation D financial

"exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

Bluerock Homes Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-41322	87-4211187
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

919 Third Avenue, 40th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BHM	NYSE American

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Securities for Services

Base Management Fee

As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (as amended by that certain Amendment to Management Agreement dated January 10, 2023 and that certain Second Amendment to Management Agreement dated February 28, 2025, the “Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”), pursuant to which the Manager administers the business activities and day-to-day operations of the Company. The Management Agreement provides for the quarterly payment of a base management fee to the Manager (the “Base Management Fee”) to compensate the Manager for advisory services and certain general management services rendered thereunder, the calculation of which is reviewed by the Company’s board of directors (the “Board”), and which is payable in cash, except as may otherwise be specified by written agreement of the Company and the Manager with respect to payment of all or any portion thereof in long-term incentive plan units of the Operating Partnership (“C-LTIP Units”), at the election of the Board.

The Board, including its independent directors, having reviewed the calculation of the Base Management Fee for the three months ended March 31, 2026 (“Q1 2026”) as provided by the Manager, authorized and approved payment of a portion of the quarterly installment of the Base Management Fee for Q1 2026 in C-LTIP Units, in a number of C-LTIP Units equal to (i) the dollar amount of the portion of the quarterly installment of the Base Management Fee payable in such C-LTIP Units (calculated by the Manager as $210,000), divided by (ii) the average of the closing prices of the Company’s Class A common stock, $0.01 par value per share (the “Class A Common Stock”), on the NYSE American on the five business days prior to the date of issuance (the “Q1 Base Management Fee C-LTIP Units”), with the remainder of the Base Management Fee for Q1 2026 payable in cash.

As permitted under the Management Agreement, by mutual agreement of the Manager and its affiliate, Bluerock Real Estate Holdings, LLC (“BREH”), the executive management team of the Manager is employed and compensated by BREH, and payroll-related expenses incurred by BREH in connection therewith are reimbursed by the Manager to BREH. On December 31, 2025, in order to reduce the Manager’s cash expenditures and further align the respective interests of each of (i) R. Ramin Kamfar (“Mr. Kamfar”), in his capacity as Chief Executive Officer of the Manager, and (ii) Jordan Ruddy (“Mr. Ruddy”), in his capacity as President of the Manager, with those of the Company’s stockholders, each of Mr. Kamfar and Mr. Ruddy formally elected and agreed to receive a portion of their respective base salaries payable by BREH for services provided to the Manager for fiscal year 2026 in the form of C-LTIP Units rather than in cash, with the remainder payable by BREH in cash (the “Salary Elections”). By mutual written agreement of the Manager and the Company, in keeping with the Salary Elections and in partial satisfaction of the Company’s Base Management Fee obligation to the Manager for Q1 2026, each of the Manager and BREH directed the Company that (a) a portion of the Q1 Base Management Fee C-LTIP Units, valued at $150,000, should instead be issued directly to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Kamfar’s base salary for Q1 2026 for services provided to the Manager in his capacity as Chief Executive Officer thereof, and (b) a portion of the Q1 Base Management Fee C-LTIP Units, valued at $60,000, should instead be issued directly to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Ruddy’s base salary for Q1 2026 for services provided to the Manager in his capacity as President thereof (such directive by the Manager and BREH, the “Q1 Directive”). The Board, including its independent directors, authorized and approved such issuances in keeping with the Q1 Directive.

On May 12, 2026 (the “Issuance Date”), the Manager calculated, as set forth in the Management Agreement, that an aggregate of 19,074 Q1 Base Management Fee C-LTIP Units would be issuable to the Manager in partial payment of the Base Management Fee, and in keeping with the Q1 Directive, the Company caused the Operating Partnership to issue (i) 13,624 of the Q1 Base Management Fee C-LTIP Units to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for 80.0% of Mr. Kamfar’s base salary for Q1 2026 for services provided to the Manager in his capacity as Chief Executive Officer thereof, and (ii) 5,450 of the Q1 Base Management Fee C-LTIP Units to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for 80.0% of Mr. Ruddy’s base salary for Q1 2026 for services provided to the Manager in his capacity as President thereof.

The Board, including its independent directors, authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q1 Base Management Fee C-LTIP Units to Messrs. Kamfar and Ruddy in the respective amounts set forth above in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of Messrs. Kamfar and Ruddy has a substantive, pre-existing relationship with the Company and is an “accredited investor” as defined in Regulation D.

The Q1 Base Management Fee C-LTIP Units were fully vested upon issuance, and may convert to units of limited partnership interest in the Operating Partnership (“OP Units”) upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the Q1 Base Management Fee C-LTIP Units were held), settled in shares of the Company’s Class A Common Stock. Each of Messrs. Kamfar and Ruddy will be entitled to receive “distribution equivalents” with respect to their respective Q1 Base Management Fee C-LTIP Units at the time distributions are paid to the holders of the Company’s Class A Common Stock.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUEROCK HOMES TRUST, INC.
Date: May 14, 2026	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

FAQ

What did Bluerock Homes Trust (BHM) disclose in this 8-K?

Bluerock Homes Trust disclosed that part of its Q1 2026 base management fee was paid in C-LTIP Units of its operating partnership, rather than fully in cash, with units issued directly to its CEO and President under previously agreed salary elections.

How much of the Q1 2026 base management fee was paid in C-LTIP Units at BHM?

The company used C-LTIP Units valued at $210,000 for part of the Q1 2026 base management fee. The remainder of the quarterly base management fee was paid in cash, reflecting a mix of equity-based and cash compensation for management services.

How many C-LTIP Units did Bluerock Homes issue to its CEO and President?

The company caused its operating partnership to issue 13,624 C-LTIP Units to CEO R. Ramin Kamfar and 5,450 C-LTIP Units to President Jordan Ruddy, for a total of 19,074 units tied to Q1 2026 management fee and salary arrangements.

What dollar values were assigned to the C-LTIP Units issued to BHM executives?

C-LTIP Units issued to CEO R. Ramin Kamfar were valued at $150,000, and those issued to President Jordan Ruddy were valued at $60,000. These values correspond to 80.0% of each executive’s Q1 2026 base salary under prior salary elections.

Can the Bluerock Homes C-LTIP Units convert into common stock?

The C-LTIP Units may convert into operating partnership units once capital accounts are equivalent, and these units can then be redeemed for cash or, at the company’s option after a one-year holding period, settled in shares of Class A common stock.

Under what exemptions were the C-LTIP Units issued by Bluerock Homes Trust?

The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Both executives have a substantive, pre-existing relationship with the company and qualify as accredited investors as defined in Regulation D.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB